8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):              June 5, 2023

HALLMARK FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

001-11252	87-0447375
(Commission File Number)	(IRS Employer Identification No.)

5420 Lyndon B. Johnson Freeway, Suite 1100, Dallas, Texas	75240
(Address of Principal Executive Offices)	(Zip Code)

817-348-1600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $1.00 par value	HALL	Nasdaq Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 8.01     Other Items.

On June 5, 2023, Hallmark Financial Services, Inc. issued the press release attached as Exhibit 99.1 to this Current Report, which is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(c)     Exhibits.

99.1	Press release dated June 5, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

		HALLMARK FINANCIAL SERVICES, INC.
Date:	June 5, 2023	By:	/s/ CHRISTOPHER J. KENNEY
			Christopher J. Kenney, Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Hallmark Announces Final Arbitration Award

DALLAS, Texas, (June 5, 2023) – Hallmark Financial Services, Inc. (“Hallmark”) (NASDAQ: HALL) received the final determination in an arbitration proceeding relating to a Loss Portfolio Transfer Reinsurance Contract with DARAG Bermuda Ltd. and DARAG Insurance Limited and certain of Hallmark’s subsidiaries. On June 2, 2023, a final definitive binding award was declared by the arbitration panel which will result in a write-off to Hallmark of $4.0 million during the second quarter of 2023 in addition to a write-off of $32.9 million recognized during the first quarter of 2023 as a result of the interim binding arbitration award, yielding a total aggregate write-off of $36.9 million. Hallmark had previously included this $4.0 million amount as an account receivable in its consolidated balance sheet as of March 31, 2023 and had estimated a write-off in the range of $25 to $35 million.

About Hallmark

Hallmark is a property and casualty insurance holding company with a diversified portfolio of insurance products written on a national platform. With six insurance subsidiaries, Hallmark markets, underwrites and services commercial and personal insurance in select markets. Hallmark is headquartered in Dallas, Texas, and its common stock is listed on NASDAQ under the symbol "HALL."

Forward-looking statements in this release are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that actual results may differ materially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, continued acceptance of the Company’s products and services in the marketplace, competitive factors, interest rate trends, general economic conditions, the availability of financing, underwriting loss experience and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

For further information, please contact:

Chris Kenney

Chief Executive Officer

817.348.1600

www.hallmarkgrp.com

XML

Document and Entity Information	Jun. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2023
Entity Registrant Name	HALLMARK FINANCIAL SERVICES, INC.
Entity Central Index Key	0000819913
Entity Incorporation, State or Country Code	NV
Entity File Number	001-11252
Entity Tax Identification Number	87-0447375
Entity Address, Address Line One	5420 Lyndon B. Johnson Freeway
Entity Address, Adress Line Two	Suite 1100
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	817-348-1600
Local Phone Number	7
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $1.00 par value
Trading Symbol	HALL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false